Ex-10.1



 








Exhibit 10.1




THIRD AMENDMENT

TO CREDIT AGREEMENT




     This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of
June 3, 2004 is among each of the parties named as a Borrower on the signature
pages hereto (collectively, the “Borrowers”; each, individually, a “Borrower”),
the financial institutions party hereto (the “Lenders”), and Bank of America.,
N.A., for itself and as agent for the Lenders (the “Agent”). Capitalized terms
used and not otherwise defined herein shall have the meanings assigned to them
in the Credit Agreement defined below.



RECITALS:




     A. The Agent and the Lenders are parties to that certain Credit Agreement
dated as of May 16, 2002, as amended, supplemented, restated or otherwise
modified from time to time (the “Credit Agreement”), among the Borrowers, the
Agent and the Lenders.



     B. The Borrowers, the Agent and the Lenders have agreed to certain
amendments to the Credit Agreement as described herein and subject to the terms
and conditions set forth herein.



     NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and for other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:



     1. Amendment to Credit Agreement. Subject to the terms and conditions
contained in Section 3 hereof, Annex A to the Credit Agreement is hereby
amended by deleting the definition of “Permitted Restricted Investment” and
replacing it with the following:




     “Permitted Restricted Investment” means an acquisition by the
Parent, a Borrower or any of their Subsidiaries (other than a
Dormant Subsidiary) of (a) all or substantially all of the assets of
any other Person (or a division of any other Person) in a line of
business permitted to be engaged in by the Borrowers and their
Subsidiaries pursuant to Section 7.17, or (b) all of the capital
stock or other equity interests of any other Person in a line of
business permitted to be engaged in by the Borrowers and their
Subsidiaries pursuant to Section 7.17 (provided that, in the case of
any stock or equity acquisition, the Agent shall be satisfied in its
reasonable judgment with the current and potential liabilities of
the Person to be acquired, and the Borrowers shall provide the Agent
such information as the Agent may reasonably request in order to
make such judgment), and, in either case, with respect to which (i)
after giving effect thereto, Excess Availability shall be at least
$30,000,000, (ii) prior to and after giving effect to such
acquisition no Default or Event of Default shall have occurred and
be continuing, and (iii) in the event a new Domestic Subsidiary of
the Parent is formed or acquired in connection therewith, (A) such
new Subsidiary shall, prior to or concurrently with such
acquisition, execute all such agreements, documents and instruments
as the Agent may request to either guaranty the Obligations or, with
the Agent’s consent, become a “Borrower” and “Excess Collateral
Provider” under the Agreement, and to pledge all of its personal
property assets (and to the extent the provisions of Section 7.25
shall be applicable all of its Real Estate) as security



 









 






therefor,
(B) the owner of such new Subsidiary shall pledge all (or in the
case of a foreign Subsidiary that is owned directly by a Domestic
Subsidiary, 65%) of the issued and outstanding equity securities of
such new Subsidiary as additional security for the Obligations, and
(C) the Parent, the Borrowers and such new Subsidiary shall execute
and deliver such opinions, certificates and other documents as the
Agent may request in connection with the foregoing clauses (A) and
(B). In no event shall any assets of any such new Subsidiary that
becomes a “Borrower” hereunder be included in the Borrowing Base, or
any Loans be made to such new Subsidiary, until the Agent is
satisfied with the results of such field examinations and other due
diligence as the Agent may deem appropriate with respect to such new
Subsidiary. In addition to the foregoing, solely with the proceeds
of its cash on hand, any Foreign Subsidiary may acquire all or
substantially all of the assets of any other Person (or a division
of any other Person), or all of the capital stock or other equity
interests of any other Person, in a line of business permitted to be
engaged in by the Borrowers and its Subsidiaries pursuant to Section
7.17.



     2. Reaffirmation of Obligations. Each Borrower acknowledges and affirms
that all of its obligations and undertakings under the Credit Agreement and the
other Loan Documents, including, without limitation, all of its obligations and
undertakings under Section 13.11 and 13.19 of the Credit Agreement, shall
remain in full force and effect taking into account all of the terms and
conditions of this Amendment and the transactions contemplated hereby.



     3. Conditions Precedent. The effectiveness of the amendments contained in
Section 2 above is subject to, and contingent upon, the satisfaction of each of
the following conditions precedent, each in form and substance satisfactory to
the Agent and the Lenders, unless the same shall otherwise be waived in writing
by the Agent and the Lenders in their sole and absolute discretion:



          (a) the Agent and the Lenders shall have received duly executed
counterparts of this Amendment signed by each Borrower, the Agent and each
Lender;



          (b) the representations and warranties of each Borrower contained herein
shall be true and correct;



          (c) the Agent shall have received a Reaffirmation of Guaranty from the
Parent and each Subsidiary Guarantor in the form attached hereto; and



          (d) the Agent shall have received such certificates, opinions and other
items relating to this Amendment and the transactions contemplated hereby as
the Agent may request.



     4. Reference to and Effect on the Credit Agreement. Except as expressly
provided herein, the Credit Agreement shall remain unmodified and in full force
and effect and each Borrower hereby ratifies and confirms all its obligations
and liabilities thereunder after giving effect to this Amendment.



     5. Representations and Warranties. Each Borrower hereby represents and
warrants to the Agent and each Lender that: (a) this Amendment and the actions
on such Borrower’s part contemplated hereby have been duly approved by all
requisite action on the part of such Borrower;



 









 




(b) this Amendment and each of
the other documents executed and delivered by such Borrower in connection
herewith have been duly executed and delivered and constitute the legal, valid,
and binding obligations of such Borrower, enforceable against such Borrower in
accordance with their respective terms, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors’ rights generally, by general equitable principles or by
principles of good faith and fair dealing; and (c) the execution, delivery and
performance of this Amendment and each of the other documents executed and
delivered by such Borrower in connection herewith do not and will not violate
or conflict with any provision of such Borrower’s Articles or Certificate of
Incorporation or by-laws or other constitutive documents in effect on the date
hereof, or any contracts or agreements to which such Borrower is a party or by
which any of its assets are bound. Each Borrower further hereby represents and
warrants to the Agent and each Lender that the representations and warranties
of such Borrower contained in the Loan Documents are true and correct in all
material respects on and as of the date hereof to the same extent as though
made on and as of the date hereof, other than any such representation or
warranty which relates to a specified prior date. Each Borrower further
represents and warrants to the Agent and each Lender that no Event of Default
exists under any Loan Document.




          6. Miscellaneous.



          (a) This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns; provided, however,
no Borrower may assign this Amendment or any of its rights or obligations
hereunder without the prior written consent of the Agent and the Lenders.



          (b) This Amendment (together with the Credit Agreement) constitutes the
entire agreement between the parties with respect to the subject matter hereof,
and supersedes all prior negotiations, representations, warranties,
commitments, offers, letters of interest or intent, proposal letters,
contracts, writings or other agreements or understandings with respect thereto.



          (c) No waiver and no modification or amendment of any provision of this
Amendment shall be effective unless specifically made in writing and duly
signed by the party to be bound thereby.



          (d) Paragraph and subparagraph titles, captions and headings herein are
inserted only as a matter of convenience and for reference and in no way
define, limit, extend or describe the scope of this Amendment or the intent of
any provision hereof.



          (e) No failure or delay on the part of any party hereto to exercise any
right, power or privilege hereunder or under any instrument executed pursuant
hereto shall operate as a waiver nor shall any single or partial exercise of
any right, power or privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.



          (f) Each Borrower affirms and acknowledges that this Amendment shall be a
Loan Document for all purposes of the Credit Agreement.



          (g) Any reference to the Credit Agreement contained in any notice,
request, certificate or other document executed concurrently with or before or
after the execution and



 









 




delivery of this Amendment shall be deemed to include
this Amendment unless the context shall otherwise specify.




          (h) This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.



          (i) THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AMENDMENT AND ANY
DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT, WHETHER SOUNDING
IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE LAWS AND
DECISIONS OF THE STATE OF NORTH CAROLINA.



          (j) The Borrowers agree to pay all of the Agent’s out-of-pocket costs and
expenses incurred in connection with this Amendment (including, without
limitation, the reasonable fees and expenses of outside counsel).



     IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
Credit Agreement to be executed by their respective officers thereunto duly
authorized as of the date first above written.


	 	 	 	 	 
	“BORROWERS:	COLTEC INDUSTRIES INC.

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	COLTEC INDUSTRIAL PRODUCTS LLC

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	GARLOCK SEALING TECHNOLOGIES LLC

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	GGB, LLC, formerly known as Glacier Garlock

Bearings LLC

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Vice President and Treasurer 	 




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HABER TOOL COMPANY INC.

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	STEMCO LLC

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	CORROSION CONTROL CORPORATION

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	“AGENT” and
“LENDERS”	 BANK OF AMERICA, N.A.,

as the Agent and a Lender

 	 
	 	By:  	/s/ David M. Anderson
 	 
	 	Name:  	David M. Anderson 	 
	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	CITICORP USA, INC.,

as a Lender

 	 
	 	By:  	/s/ Miles D. McManus
 	 
	 	Name:  	Miles D. McManus 	 
	 	Title:  	Vice President and Director 	 
	 



	 	 	 	 	 
	 	CONGRESS FINANCIAL CORPORATION

(SOUTHWEST), as a Lender

 	 
	 	By:  	/s/ Joe T. Curdy
 	 
	 	Name:  	Joe T. Curdy 	 
	 	Title:  	Vice President 	 
	 


  









 






REAFFIRMATION OF PARENT GUARANTEE




June 3, 2004




Bank of America, N.A., as Agent

600 Peachtree Street, 10th Floor

Atlanta, GA 30308



Please refer to (1) the Credit Agreement dated as of May 16, 2002 (as amended,
supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”), among each of the “Borrowers” named therein, the “Lenders” named
therein and Bank of America, N.A., as agent for the Lenders (the “Agent”) and
(2) the Parent Guarantee dated May 16, 2002 (as amended, the “Guarantee”) by
EnPro Industries, Inc. (“Guarantor”) in favor of the Agent. Pursuant to the
Third Amendment to Credit Agreement (the “Amendment”) dated as of even date
herewith among the Borrowers, the Agent, and the Lenders signatory thereto, the
Credit Agreement has been amended in accordance with the terms and conditions
of the Amendment.



Guarantor hereby (i) acknowledges and reaffirms all of its obligations and
undertakings under the Guarantee, and (ii) acknowledges and agrees that
subsequent to, and taking into account all of the terms and conditions of the
Amendment, the Guarantee is and shall remain in full force and effect in
accordance with the terms thereof



	 	 	 	 	 
	 	ENPRO INDUSTRIES, INC.

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Senior Vice President 	 




 









 






	 	 	 	 	 



REAFFIRMATION OF SUBSIDIARY GUARANTEE




June 3, 2004




Bank of America, N.A., as Agent

600 Peachtree Street, 10th Floor

Atlanta, GA 30308



Please refer to (1) the Credit Agreement dated as of May 16, 2002 (as amended,
supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”), among each of the “Borrowers” named therein, the “Lenders” named
therein and Bank of America, N.A., as agent for the Lenders (the “Agent”) and
(2) the Subsidiary Guarantee dated May 16, 2002 (as amended, the “Guarantee”)
by each of the undersigned (each, a “Guarantor”) in favor of the Agent.
Pursuant to the Third Amendment to Credit Agreement (the “Amendment”) dated as
of even date herewith among the Borrowers, the Agent, and the Lenders signatory
thereto, the Credit Agreement has been amended in accordance with the terms and
conditions of the Amendment.



Each Guarantor hereby (i) acknowledges and reaffirms all of its obligations and
undertakings under the Guarantee, and (ii) acknowledges and agrees that
subsequent to, and taking into account all of the terms and conditions of the
Amendment, the Guarantee is and shall remain in full force and effect in
accordance with the terms thereof.



	 	 	 	 	 
	 	QFM SALES AND SERVICES, INC.,

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	COLTEC INTERNATIONAL SERVICES CO.

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Vice President 	 
	 




Signatures continue on following page.






 









 








	 	 	 	 	 
	 	GARRISON LITIGATION MANAGEMENT

GROUP, LTD.

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	GGB, INC., formerly known as Glacier Garlock

Bearings Inc.

 	 
	 	By:  	/s/ Richard L. Magee
 	 
	 	Name:  	Richard L. Magee 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	GARLOCK INTERNATIONAL INC.

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	GARLOCK OVERSEAS CORPORATION

 	 
	 	By:  	/s/ Donald G. Pomeroy
 	 
	 	Name:  	Donald G. Pomeroy 	 
	 	Title:  	Vice President and Treasurer